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Raise Capital Fast: Structures That Can Make It Happen Fast!
Posted by: | CommentsRegulation D, Under Sections 4(2) and 3(b) of the Securities Act of 1933, the SEC adopted Regulation D to coordinate the various limited offering exemptions and to streamline the existing requirements applicable to private offers and sales of securities. The Regulation establishes three exemptions from registration in Rules 504, 505, and 506.
Rule 504, which provides an exemption for non-reporting companies unless they are \”blank check\” issuers or certain \”shells\”, stipulates that: The sale of up to $1,000,000 of securities in a 12-month period is permitted provided that there is no general solicitation, the securities sold are restricted securities and cannot be resold except pursuant to a registration statement or exemption, and a notice must be filed with the SEC within 15 days after the first sale. Rule 504 does not provide an exemption under any state laws. In certain limited circumstances where an offering is conducted under state accredited investor exemptions, securities offered under Rule 504 may be freely transferrable. Unlike Rules 505 and 506, Rule 504 does not mandate that specified disclosure be provided to purchasers. Nonetheless, the business person should take care that sufficient information is provided to meet the full disclosure obligations which exist under the antifraud provisions of the securities laws.
Rule 505 was adopted by the SEC to provide small businesses more flexibility in raising capital than under Rule 504 – but without the uncertainty of determining the quality of the purchasers that generally is involved in using Rule 506. Rule 505 provides issuers a limited offering exemption for sales of securities totaling up to $5 million in any 12-month period.
Rule 505 contains certain restrictions regarding \”accredited investors\” and non-accredited persons. The-term \”accredited investor\” includes:
Banks, insurance companies, registered investment companies, business development companies, or small business investment companies; Certain employee benefit plans for which investment decisions are made by a bank, insurance company, or registered investment adviser; Any employee benefit plan (Within the meaning of Title I of the Employee Retirement Income Security Act) with total assets in excess of $5 million; Charitable organizations, corporations or partnerships with assets in excess of $5 million; Directors, executive officers, and general partners of the issuer; Any entity in which all the equity owners are accredited investors; Natural persons with a net worth of at least $1 million; Any natural person with an income in excess of $200,000 in each of the two most recent years or joint income with a spouse in excess of $300,000 for those years and a reasonable expectation of the same income level in the current year; and Trusts with assets of at least $5 million, not formed to acquire the securities offered, and whose purchases are directed by a sophisticated person.
If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish audited financial statements.
If an issuer other than a limited partnership cannot obtain audited financial statements without unreasonable effort or expense, only the issuer\’s balance sheet (to be dated within 120 days of the start of the offering) must be audited.
Limited partnerships unable to obtain required financial statements without unreasonable effort or expense may furnish financial statements prepared on the basis of federal income tax requirements and examined and reported on by an independent public or certified accountant in accordance with generally accepted auditing standards; and The issuer must also be available to answer questions by prospective purchasers about the issuer or the offering.
Further restrictions under Rule 505 include:
The total offering price of each issue of securities may not exceed $5 million. The offering may not be made by means of general solicitation or general advertising. The issuer may sell the securities to an unlimited number of \”accredited investors\” and to 35 non-accredited persons. There are no requirements of \”sophistication\” or \”wealth\” for persons to whom the securities are sold. A company must take any necessary steps to ensure that the purchasers are acquiring securities for investment only, not for resale. The securities are thus \”restricted\” and investors must be informed that they may not be able to sell except pursuant to a registration statement or exemption from registration. The issuer is not required to file any offering materials with the Commission. Fifteen days after the first sale in the offering, the issuer must file a notice of sales on Form D. The notice also contains an undertaking under this Rule for the issuer to furnish the Commission, upon its staff s request, any information given to non-accredited purchasers in connection with the offering. Rule 505 does not provide an exemption from state securities laws.
SEC Rule 506 offers and sales of securities by an issuer that satisfy the conditions stated below are deemed transactions not involving any public offering within the meaning of Section 4(2) of the Securities Act. For an offering to be considered exempt from the registration requirements, Rule 506 stipulates: There is no ceiling on the amount of money which may be raised. No general solicitation or general advertising is permitted. The issuer may sell its securities to an unlimited number of accredited investors and 35 non accredited purchasers. Unlike Rule 505, all non-accredited purchasers (either alone or with a purchaser representative) must be sophisticated – that is, have sufficient knowledge and experience in financial and business matters to render them capable of evaluating the merits and risks of the prospective investment. The term \”accredited investor\” is defined under Rule 505.
If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish the same financial information as would be required by registration on Form S-1.
If the issuer cannot obtain audited financial statements without unreasonable effort or expense, then financial statements may be provided in accordance with the special treatment described under Rule 505.
The securities sold are \”restricted\” under the same stipulations in Rule 505.
A company is required to file a notice of the offering on Form D at SEC headquarters within 15 days after the first sale in the offering. All states except New York provide an exemption from state securities laws for offerings under Rule 506 but the company must file a copy of the Form D and pay a filing fee in each state. New York has a distinctive law which makes a Rule 506 offering within that state impractical.
Accredited Investor Exemption
The Small Business Investment Incentive Act of 1980 created a new statutory exemption from registration under the Securities Act for transactions involving offers and sales of securities by any issuer solely to one or more \”accredited investors.\” Under Section 4(6):
The total offering price of each issue of securities under the exemption may not exceed the limit on small offerings set by Section 3(b) the Securities Act, which currently is $5 million per issue. The offering may not be made by means of any form of advertising or public solicitation.
The term \”accredited investor\” is defined to include the same individuals and entities as included for purposes of Rules 505 and 506. The issuer is required to file a notice of sales on Form D with the Commission 15 days after the initial sale is made in reliance on the exemption.
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Try Something That Really Works – The Unique Article Wizard Submission Service
Posted by: | CommentsHave you seen those flashy websites that are filled with exclamation marks and boasts about how they will make you a fortune while you sit back and relax? They\’re an insult to your intelligence, plain and simple. The louder the sales pitch, the less substance is a good rule of thumb to follow when you\’re looking for an automated submission service. UAW Article Submission Service presents its case with facts and backs those facts up with real service.
UAW stands for Unique Article Wizard. In essence, that is exactly what it is. It is an article generating program that you use online. Unlike the terrible article spinning software programs that produce gibberish, UAW intelligently mixes and matches content that you have created to produce dozens of genuinely unique articles that make as much sense as your original content does. It\’s up to you to write or have someone else write the first few articles.
That\’s right, the makers of UAW don\’t lie to you. They treat you like the intelligent person you are. That\’s probably why so many seasoned internet marketers sign on to Unique Article Wizard and keep coming back for more. They know that this company stays current with developments in SEO. We all learn from our mistakes and the pros who use UAW have already learned that you don\’t get results by sitting in a lounge chair and waiting for an outdated program to perform a miracle.
That\’s the real beauty of Unique Article Wizard. It is far more than just an article creation tool or automated article submission service. UAW is run by real experts in the field who are constantly testing their own product and sharing their results with their subscribers. Unlike others, UAW article submission service really is a SERVICE and not just an automated article submission machine that very likely is doing you a disservice by spitting out content in an outmoded way that can hurt your search engine results more than it helps them.
There is a war on between the search engines and the spammers. While article spinners that produce junk articles, duplicate articles and other forms of spam used to get away with it, they are increasingly being caught out and shut out of search engine results pages and article directories. On the other hand, Google and the article directories that rank highly on Google absolutely love both quality and quantity. Just producing one or a few good articles will get you nowhere, but producing tons of quality will get you everywhere.
You do it with UAW, that\’s how. If you are sick of outlandish claims and are looking for real answers, check them out. They do make big claims, just like the others, but they also back their claims up with solid solutions. They offer a 30 day, no questions asked guarantee, and so you can try their service risk free.
Give them a chance by giving them your best effort for a full month. It will take some work, but probably not as much work as you are currently doing. You will be delighted to discover that your efforts will bear fruit with Unique Article Wizard.
Go ahead, try UAW article submission service. This is one magic traffic generator that won\’t disappoint you.
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Please take a moment and buy us lunch or a java!How To Earn Extra Income At Home And Stay On Task
Posted by: | CommentsWorking from home is a true blessing. Many mothers choose to stay at home with their children to avoid the high cost of day care. Learning how to earn extra income at home is possible if you stay on task. It is important to do extensive research and avoid scams as much as possible.
Most people believe it is impossible to earn a living at home. They think that it is all scams and people trying to take your money. It is possible to find real honest work from home. You need to take your time and research each and every opportunity. Working from home can be profitable and as time goes by more and more people will see the benefits.
It can be difficult to find a legitimate company to work for. The competition is very high because so many people are applying for the same jobs. You will need an eye catching resume to set you apart from the other applicants. Employers may ask you for a telephone interview and you will need to spend time preparing for their questions.
Select a position that interests you such as writing, customer service, data entry or sales. Many employers will route telephone calls to your home through your desktop computer. You will then answer calls for them as a customer service representative. You may also find high paying writing jobs or you may find work as a blogger for well known websites. Research and doing searches online will show you thousands of different ways to make money online.
The world wide web has changed the way people work from home. You can have meetings and send work right over the internet. Create a schedule that fits your lifestyle and will work with your other responsibilities. It can be difficult to avoid distractions such as surfing the net, children, phone calls and television. It is imperative to draw a line between your personal and work life.
You may be asked by employers to prove your dependability and if your home is free from distractions. Be prepared to explain your schedule and how you plan to be productive throughout the day. When you decide to work from home you must understand that hard work still needs to get done. Many people fall into a trap of thinking that working from home is easy. Try to remember that it must be treated just like a job outside the home.
Once you find the right job announce to your family what your work hours will be. Explain to them that they need to give you privacy and allow you to be free of distractions. Ask your family to support you and your decision to work from home.
Learn more about how to earn extra income at home. Stop by John Farcikan\’s site where you can find out all about having your own membership site and what it can do for you. Grab a totally unique version of this article from the Uber Article Directory
Please take a moment and buy us lunch or a java!The Advantages Of Using Article Marketing For Targeted Traffic
Posted by: | CommentsUsing article marketing is an extremely effective and usually free way of marketing your website. As you are probably already familiar with the fact, search engine optimisation is the most important way of getting traffic to your website. Since more traffic means more cash, you will no doubt spend a whole lot of time on this subject alone.
As well as keywords, back links are just as important when it comes to search engine optimisation. The more links across the web that you have back to your website, the more frequently you will appear in the search engine results, making more visitors to your website, which means more potential customers.
To begin with article marketing, you need to get into a regular routine of writing articles. These articles should be submitted to a couple more popular online article directories. Don\’t bother manually submitting to article directories which few people have even heard of. In order to some it automatically to hundreds of different directories, you can use a paid service which will do that for you.
Search engine optimisation, depending on the number of back links you have, is much more effective when you use a large variety of different forms of advertising. Firstly, you will need to get as many back links as possible in order to raise your search engine PR.
The this can be extremely effective simply because you have what is called a resource box. The resource box is a box of text including a link back to your website which should be automatically affixed to any article that you write and get published. This is the most important part of your article and what ultimately get people to click on it and visit your website.
When it comes to article marketing, the most important part of the article that you write and publish is the resource box. The resource box is used by every online article directory and online magazine. This gives basic information about a you, the author and even more should you choose to put any more information in there. However, most importantly, it contains the link back to your website.
The reason article marketing works is because when people read your article, if they find it interesting, they will click on the link to your site to find out more. This means more visitors for you and more potential sales or advertising clicks. So, you need to make sure your article is a value to someone but more than anything, it should be a teaser to encourage the viewer to click on the link to your website.
Learn more about using article marketing. Stop by John Farcikan\’s site where you can find out all about having your own membership site and what it can do for you. Grab a totally unique version of this article from the Uber Article Directory
Please take a moment and buy us lunch or a java!The Best Ways To Earn An A Part Time Extra Income
Posted by: | CommentsThis is a time in the era of human civilization when human beings face their greatest challenge of everyday life. This challenge is the financial situations of the world. People struggle to get by on what little to no money they possess. We work eight hours a day and 5 days a week or more. We get barely enough to live off of and don\’t have any cash leftover to spend on something else. If you are looking for a way to earn part time extra income then this article is right for you. If you continue reading, I will tell you some of the many ways you can earn some extra money on top of what you already make.
How do i earn extra money if I already have to work to get by in life? Will it be all around time consuming or will I have time to spare?
The first way you can get some extra cash is to sell! You can sell just about anything. You can sell something you don\’t use anymore. This can be something like an old washer machine that you don\’t use because you got a new one or something else along those lines. You can also make a product to sell. If you have a special talent in making a product then you should exploit t and see if you can make some cash off of it. If you enjoy doing it then it is even better!
The second thing you can do is find odd jobs to work. These jobs include mowing the lawn or babysitting. They are one time jobs that usually bring in immediate money.
The next thing to do is get another job on top of your current one. This one is self explanatory. Just work a few extra hours a week and you can be making some extra dough this way!
The last thing you can do is use the internet to your financial advantage. There are thousands of different things you can do online to make some extra money.
Using this information, you might now know some ways to make some part time extra income. Just get out there and start earning that money! You won\’t get rich but you will be able to have some more money in your pocket.
Learn more about part time extra income. Stop by John Farcikan\’s site where you can find out all about having your own membership site and what it can do for you. Visit the Uber Article Directory to get a totally unique version of this article for reprint.
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